St. Paul daily globe. [volume] (Saint Paul, Minn.) 1884-1896, 1887-12-08

ents that we whose names are hereunto sub
scribed have, and by these written articles do
associate ourselves together for the purpose
of being incorporated and constituted and
created a corporation under and by virtue of
Title two (2) of Chapter thirty-four t34( OF
the General Statutes of Minnesota. and The
laws OF said state amendatary thereof ana
supplementary the ;etO, and for that purpose
do hereby adopt the following articles of in
corporation:
Article 1.-The name of this corporation
shall be The South Duluth Land and Improve
ment Company
The general nature of the business of this
corporation shall be to puy. own, improve,
sell and deal in lands, tenements, and here
ditaments, real, mixed and personal estate
and property, and to do and exercise each
and every act, power. and thing proper and
authorized to be done and exercised under
the said laws and statutes of SAID state,
which may be necessary, desirable, or con-
venient for the prosecution and advancement
of said business.
That the principal place of transacting the
business of this corporation shall be the
city of st. Paul, in the county of Ramsey,
and state of Minnesota.
Art. II-This corporation shall commence
on the fifteenth U5th) day of December, A.
d. 1887; and continue thirty, 800 years.
Art. IiI.-The amount of the capital stock
of this corporation shall be one hundred
thousand dollars. The stock shall be full
paid when issued At least one-half of the
eptire capital stock shall be subscribed at the
commencement of business by the corpora
ton. The subscriptions shall be paid In
under such regulationsas may be prescribed
by resolution of the Board of Directors, en-
tered into the records of the corpor-
ration. and on the call of the directors, or at
such times and in such manner as may be
fixed by the bylaws of the corporation,
Land with its Entertainments and appurte-
RANGES may be received by the corporation
in payment for its stock, the value of such
lands with its Entertainments and appurte-
nances having been first fixed ana deter
mined by resolution OF the Board of Direct
ors entered into the records of the corpora
ton.
Art. IN.-The highest amount of indebted
ness or liability to which this corporation
shall at any time be liable shall be sixty thou
sand dollars.
Art. V.-The names of the persons forming
the association Tor incorporation are: Pat
rex ii. Kelly, Harlan P. Hall, Lewis Baker,
Frederic A. Fogg. William Foulke and
Charles F. Diether, all residing i'll the city of
st. Paul, Ramsey county, Minnesota, and j.
ID. Springer, residing at the city of Mime
apolis, Hennepin county, Minnesota.
Art. YI.-The above-named incorporators,
Patrick H. Kelly, Harlan P. Hall, Lewis
Baker, Frederic A. Fogg, William Foulke.
Charles F. Diether and j. ID. Springer shall
constitute the first board of directors of this
corporation.
The officers of this corporation shall con-
sist of president, vice president, secretary
and treasurer. The above-named Patrick II.
Kelly shall be the first president, Harlan L.
Hall the first vice president, Frederic A.
Fogg the first secretary, and Charles F.
Diether the first treasurer of this corporation.
Said directors and officers hereinbefore
named shall hold their offices and exercise
and discharge the duties thereof until the
third (Sd) Wednesday in November, A. ID.
1888. and until their successors are elected
as hereinafter provided and have qualified.
The board Of directors of this corporation
shall be composed of seven "a members, in
Guiding said officers. and the term of said
officers and directors. after the first herein
named. shall be one year, and until their
successors are elected and qualified.
The government of this corporation and
the management of its affairs shall be vested
in its board of directors and officers.
The directors after the first herein named.
shall he elected annually by the stockholders
at meeting of the stockholders, which shall
be held at said principal Office of the cOrpor
alton at said st. Paul, at three CD o'clock, i'll
the afternoon, on the third (3d) "Wednesday
III November. i'll each and every year after
the year A. d. 1887, and shall be so elected
for the year then next ensuing after their
election, and until their successors are
elected.
The president. vice president, treasurer
and secretary, after the first herein named,
shall be elected annually at Il meeting of the
directors, which shall be held at said princi-
pal Office of the corporation, at said st. Paul,
on the third (3d) Wednesday in November,
in each year after the year A.. ID. 1887, and
after the stockholders meeting and election
of directors on that day, for the year then
nextensuing. and by the directors then, and
at such stockholders meeting then elected,
for the ensuing year, and from their own
number. ss-. -
And the first meeting of the board ofdirect-
OGS herein named shall be at said principal
Office of the corporation on the twenty-frst
{2iStl dav of December, A ID. 1887, at three
(0 O'Clock i'll the afternoon. In no
case shall the assets OF the corporation be
reduced by dividends therefrom below the
face value of the stock issued or subscribed
for and in every case when such dividend is
20 be made from the assets and property of
the corporation, on the sale and conversion
of the same into money, whereby the prop
erty and assets of the corporation at a cash
valuation would in the judgment OF the,
board of directors be reduced below the face
value of the stock outstanding or subscribed,
the board of directors are authorized, ard 1t
shall be their duty to call in, cancel, and re-
tire so much and such amount of such out
standing or subscribed stock as will equaliZe
the same at its face values with the cash
value of the assets after such proposed divi-
dend is taken therefrom; and the board OF d1-
rectors are empowered to enforce such with
drawai. cancellation and retirement of stock
outstanding or subscribed pro rata and ac
cortiing TO such dividends to each stock
holder or subscriber on his or her shares, in
such manner and under such regulations rs
they may deem for the best interest of the
corporation. And the corporation shall haze
power to buy i'll its own stock and the same
hold as assets and reissue, or retire and can
eel. as the board Of directors shall deem to
the best interest of the corporation.
No person shall be director or officer of
said corporation who is not stakeholder
therein.
The board of directors shall have and may
exercise all and every the powers of boards
of directors, and may fill any vacancy i'll the
Offices of directors, and any vacancy in the
offices herein named at any general
or special meeting of the board of direct
ors and may make and enact by laws for said
and the same alter or amend at
any general or special meeting of their
board may call special and general meet
ings of the stockholders and directors when
ever in their judgment the business or inter
ests of the corporation require any such
meetings and may by their bylaws fix gen
eral meetings of the stockholders and direct
ors.
All deeds and conveyances of lands. or
real estate or of any interest therein. or lien
or charge thereon, on the part of the cOrpOr-
alton. shall be signed by the President, and
by the Secretary, and the seal
of the corporation shall be thereto affixed.
Art V1I.-The capital stock of this cOrpor-
alton shall be divided into Two Thousand
q, O0O) shares of Fifty Dollars each.
In witness whereof we, the persons herein
before named as incorporators, have here
unto subscribed our names and affixed our
seals this Dist day of November, A. D. 1887.
LEWIS BAKER, Seal.l
PATRICK Ii. KELLY, Seal.
HARLAN p. HALL, Seal,1
FREDERIC A. FOGG, Seai.l
WILLIAM FOULKE, tSeal.
CHAS. +. DIETHER, Seal
J. ID. SPRINGER, seal.
SiUpa1 and scaled nv Patrick III Kelly Har-
Ian P. Hull Frederic a. Fogg, William Foulke,
and Charles f. Diether and Lewis Baker, in
the presence of
VIM. S. MOORE,
JOHN E. BRENNAN.
Signed and sealed by J. D. Springeri in pres
ence of
II. ID. LARRABEE:
II. f. ARBoTT.
STATE OF MINNESOTA, IS.
COUNTY OF RAMSEY,
Be it known that on this Goth day of
November, A. d. 1887, before me, notary
public within and for said Ramsey county,